


City in the Sky

by Zilchtastic



Category: Doctor Who
Genre: Gen
Language: English
Status: In-Progress
Published: 2010-02-06
Updated: 2010-02-06
Packaged: 2017-10-07 02:02:54
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 11,344
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/60216
Author URL: https://archiveofourown.org/users/Zilchtastic/pseuds/Zilchtastic
Summary: <blockquote class="userstuff">
              <p>Rose got up to peer out the high window in their cell. The city sprawled out as far as the eye could see, gleaming in the sunlight, the copper spires and brass domes and cream-colored towers. They were up so high that even when she strained she couldn't make out any sort of ground below.</p><p>"Long first step, that," said the Doctor, leaning behind her.</p>
            </blockquote>





	City in the Sky

**Author's Note:**

> My first Doctor Who fic ever. How'd it end up so long? It's not even finished yet! I didn't intend to write a novel my first time out, honestly. We'll just have to see where it goes.
> 
> Also, the obligatory warning: I'm not British. Any mistakes in dialogue or accent are the fault of my shamefully American upbringing.

"Wow," said Rose, raising a hand to shield her eyes from the bright, pale sun. There didn't seem to be anything else to say.

Wind whipped at her hair and clothes, strong enough that she almost feared being bowled over, but it was hardly a concern as she clung to the Doctor's hand. They were in a city, an alien city, although "city" seemed like too weak a word for something so grand. Metal gleamed everywhere, all golds and bronzes, and the elegant sweep of curving edges and rounded domes was just heart-stoppingly beautiful. There were gold-railed platforms and enormous bronze bridges and long, wide staircases covered in carvings, all arcs and whorls and triangles that swerved to follow across the metal ground.

"Wow," Rose breathed again, tipping back her head to take in the yellow sky. Thin clouds scudded above them, reflecting shades of gold and orange and pink and purple. She felt breathless with excitement.

She turned to the Doctor, grinning and delighted. "Where are we?"

The Doctor stood, hands in the pockets of his coat, looking puffed-up and pleased. "This," he said, in his grandest tones, "would be the planet Cloa-Kona Four, also known as the Jewel of the Kona System."

"I can see why," Rose said, turning to look over the sweeping metal vista again. "It's _beautiful_."

It was also rather chill out here on the platform where the TARDIS had landed them-- the wind was relentless, as if they were at the top of a mountain. "Let's have a look around," Rose said, shoving her hands under her arms to warm them.

The Doctor grinned and motioned for her to take his arm. "Shall we, then?" he said, as soon as she was tucked safely against his side.

"Let's," Rose said, and they started off to explore.

 

***

 

They circled around the large bronze dome and wound up in a sort of wide square, although "square" wasn't really an accurate description of its shape, not with the many platforms and stairways and lifts that seemed to have grown out from it like the unfurled petals on a flower. Smooth buildings towered over them, either round and metallic or tall and off-white like a stone obelisk.

"So if this's Cloa... Cloa..." Rose stumbled over the name.

"Cloa-Kona Four," the Doctor said, helpfully.

"Right. So if this's Four, where's the other three at?"

"_Excellent_ question, Rose!" The Doctor sounded pleased that she'd asked. "Cloa-Kona One, as it happens, was a moon-- nice little foresty moon, lovely in the springtime, flowers like you wouldn't believe," and he held his hands up to demonstrate something around the relative circumference of a spare tire. "The inhabitants here started out there, and managed to advance quickly thanks to the lack of natural predators."

"What happened to it?"

The Doctor ran his tongue over his teeth, grimacing slightly. "Orbit started to decay. Imagine that-- you're just going about your business, and suddenly someone says, 'Oi, that planet look a bit closer to us than it did yesterday?' Several million years of development, and that's the end in sight already. So obviously, they had to move. Well, there were two other moons, Two and Three, of course--"

"Of course."

"--but they weren't much more than misshapen spheroids of rock. Certainly not big enough for all the citizens, and not very habitable besides. The only alternative was Cloa-Kona Four, the gas giant they were orbiting."

"But you said the orbit was decayin'. Didn't the moon crash into it?"

"A planet this size?" The Doctor threw up his hands. "Barely even made a dent. Like throwing a doughnut at a brick wall, only... less sugary and more, you know, catastrophic."

"Still," said Rose, "must've been terrible, losin' their homes and all."

"Ah, well. Suppose it was." The Doctor sunk his hands back into his pockets. "But look around, Rose. They seem to have adapted well, don't you think?"

And it seemed that they had. People bustled past them, though the foot-traffic seemed light for such a massive city. Rose spotted a few humans-- or, well, people who _looked_ human, she reflected-- but they were in the obvious minority here.

Most of the citizens wore long white dresses or robes, and they had two legs and two arms but that was where the human resemblance ended. They had short fur everywhere that Rose could see, mostly brown or reddish, and their long smooth heads tapered like the delicate muzzle on a deer. They had the large, moist eyes of deer, too, and Rose saw a few small horns here and there. The long ears were absent, though, making them look alien and unfinished.

"You're staring," the Doctor intoned in a low sort of sing-song.

"Can't help it," Rose said, mostly unapologetic. "First cat-people and now deer-people?"

"Don't be ridiculous," the Doctor said, taking her hand again and swinging it carelessly as they walked along. "They aren't deer. Convergent evolution, you might call it, but they aren't related to Earth-deer in any way."

They got a few curious looks as they strode across the square, but whenever Rose stared too directly at one of the not-deer-people she'd get a nervous head-duck in response and the alien would scurry away. They certainly seemed as _timid_ as deer. Resolving not to be rude, Rose tried her best to keep her eyes to herself.

"Look there," the Doctor said, pointing across the way. "Have you ever seen the like?"

Near the railed edge of one of the platforms gleamed an enormous set of gold levers, too big to possibly be moved by anyone human-sized. "Are they sculptures?" Rose wondered aloud. "Modern art, like?"

"Oh, no. They're fully functional. Great big gold levers for doing great big lever-things."

Rose was about to ask what such enormous levers could possibly be for when a sudden commotion sounded from across the square.

"He's here! He's here!" A great shout went up, and then it was chaos-- deer-people scattering like a frightened herd, darting this way and that on nimble, light feet.

Rose jerked out of the way as a woman bounded past, dragging along her fawn-spotted child. "What d'you suppose has got them all agitated?"

"I don't know," the Doctor said, and his hand tightened in hers, "but public panic is rarely a sign of good things to come, yes? Maybe we should--"

Heavy footsteps sounded, even and regular like a military march, and then at least forty creatures rounded a corner and strode down one of the wide staircases. They were tall and black-armored and they were all carrying guns.

"That's definitely not a good thing," Rose said, and then the Doctor was jerking her off in the opposite direction.

She heard someone shout "Over there!" _Once_, she pleaded, _just this once, let this not be about us!_

They raced for the stairs and Rose panted, already out of breath. Her heart pounded and she nearly tripped as the Doctor dragged her along. "Rose? Rose, we really should hurry--"

"Sorry," she gasped. "Must be out of shape." But that wasn't it. The air felt too thin, and it made her lungs ache as if she'd already sprinted a mile. What was wrong with her?

They neared the staircase on the other side of the square. Focused on her breathing, Rose didn't realize until it was too late that the Doctor had stopped, and she careened into his brown-clad back with enough force to knock the wind out of herself.

"Not good," said the Doctor, and then the reason for his hesitance-- another black-clad contingent-- marched into view at the top of the stairs.

"Doctor," Rose wheezed. Spots danced in front of her eyes.

The rattle of dozens of guns being aimed and cocked bit through the air. "You will halt," rumbled a voice, though it was impossible to tell whose.

"Now see here--" the Doctor started, indignant, and that was when Rose fainted.

 

***

 

She woke up in a prison cell.

At least, it _seemed_ to be a prison cell. The ambient lighting made it seem airy and pleasant, and there were no bars over the door, but the walls were smooth and featureless and the bunk beneath her back had that hard industrial feel to it that usually went with prison cells and not luxury hotels.

Rose sat up quickly and then regretted it as her head swam.

"Easy now." It was the Doctor, seated cross-legged on the floor next to the bunk. He'd lost his coat at some point and was now down to just the brown suit. His hair was mussed and his tie was badly askew, but other than that he appeared unharmed.

"What happened?" Rose asked, feeling unaccountably foolish. "I couldn't breathe--"

The Doctor had the grace to look abashed and he slid a hand through his hair, making it stick up in crazy brown tufts. "Ah, well, that'd be my fault. _Mea culpa._ Should've warned you about the oxygen. Specifially, that there's a bit less of it than you're accustomed to."

"Am I in danger?" Thoughts of slow suffocation were enough to make her stomach clench in fear.

"No, nothing of the sort!" The Doctor waved a hand. "It just takes a bit of getting used to. You'll be fine in a few days, once your body adjusts."

At least that explained the fainting. How embarrassing, to have collapsed like some dainty Victorian lady just when they needed to make their escape.

Rose rubbed at her temples, willing the dull throbbing behind her eyes to go away. "So what happened, then? Where are we?"

"Prison cell," the Doctor said, blowing out a _whoosh_ of air. "Somewhere at the edge of the city."

"Why? We've done nothing wrong. Hadn't even _been_ here more than twenty minutes," Rose protested hotly.

"That's what I tried to tell them, but they were having none of it. Not very talkative, our ominous armored friends, not in any _helpful_ way at least. Threatened to shove a gun so far down my throat it'd come out-- Well, let's try not to picture it."

Rose shuddered. "Best not, yeah."

They sat for a few minutes in dejected silence.

"Sonic screwdriver?" Rose said, finally.

"Took it. _And_ my coat. You know how I feel about my coat, Rose." He scowled. "They frisked me rather roughly, I might add. I had a mind to insist somebody at least buy me dinner first."

Rose snickered into her hand, but now wasn't the time for jokes. "What about the door? Is it some kind of force-field?"

"Not even," the Doctor said, clambering to his feet to cross the few steps to the doorway where the sunlit hall was clearly visible. He lifted a hand to knock against-- Glass, Rose realised belatedly. There _was_ a door, and it was glass.

But there was no doorknob, no hinges, nothing to indicate a point of entry. "How'd we get in?" Rose asked, puzzled.

"The device is on the outside," the Doctor explained. "A molecular constructive transformer. It assembles the molecules you want into the proper order and then-- voila!-- you've got glass." He rapped a knuckle against the cool surface again. "Brilliant, eh? They could've just as easily made it steel, or stone, but I suppose it's better to see what your prisoners are up to." He offered up a disarming smile and a little wave as a hulking security guard lumbered past.

"We can't break through?" Rose murmured, low.

"Hm? Well, no." The Doctor dropped back onto the bunk beside her. "It's a good fifteen centimeters thick. Not getting through that with nothing but our shoes to throw." He wiggled his toes, demonstratively. "Now, if I had the sonic screwdriver, I could set up a resonance pattern and divert the feedback loop-- not terribly difficult, I might add, so long as you're clever enough-- and disrupt the molecular pattern."

"And make the glass vanish?"

"Even better-- make the glass into something else."

Rose frowned at the doorway. "Like what, then?"

"Oh, anything really. Water vapor, chocolate pudding, raspberry jam--"

Rose laughed and gave his shoulder a good-natured shove. "Pudding and jam! _Really_, Doctor?"

"Might be a bit messy," he confessed, looking sheepish. "I think my stomach's getting the best of me."

It _had_ been a long time since breakfast, now that she thought about it.

"Maybe they'll feed us," Rose said, hopefully. "Nice prison like this, they're sure to feed the prisoners, yeah?"

As prisons went, it _was_ rather nice. Everything was clean, and the walls and floors were all painted a soft, creamy white. Enormous windows let in plenty of late-afternoon sun-- so what if those windows were as thick as a wall and unopenable? There was even a potted plant out in the hall, leafy and green and apparently well cared-for. It was the homiest jail they'd ever been in.

Rose got up to peer out the high window in their cell. The city sprawled out as far as the eye could see, gleaming in the sunlight, the copper spires and brass domes and cream-colored towers. They were up so high that even when she strained she couldn't make out any sort of ground below.

"Long first step, that," said the Doctor, leaning behind her.

"Yeah. How far down, d'you think?"

The Doctor took a step back and made a great show of having to think up the answer. "Miles and miles. The surface of the planet-- if you can call it that-- is uninhabitable, here. Lower atmosphere's mostly sulfuric acid and carbon monoxide and a few other not-terribly-breathable elements. Well, not breathable to this lot, anyway, plenty of other species in the Universe like it just fine." He paused. "Where was I? Oh, yes. Up and up you go, and you get these pockets of other elements, namely oxygen, in a thin band that makes for a habitation zone."

Rose glanced back outside. "And it doesn't, I dunno, move?"

"The air? Oh, certainly. That's why the city moves from time to time, up and down with those clever little levers you were admiring." He raised his hand up and down. "They can stick to optimum oxygen levels that way."

"Optimum, right. Still feelin' a bit dizzy."

He made a face of regret. "It'll take getting used to, like I said. The air's definitely thinner than most places we've been. Like being in the very high mountains."

Rose nodded and sat back down. "No wonder it was so hard to run." She nudged him with her shoulder again but kept her eyes glued to her shoes. "Sorry. About the fainting and all."

The Doctor put an arm around her. "Now, now. Not your fault your feeble human lungs weren't able to carry enough oxygen to your brain right away! Happens to the best of you sometimes."

Rose tossed him a scowl but said, "And it's not affecting you?"

"Superior physiology." He grinned. "_Vastly_ superior respiratory and circulatory systems. I'll tell you all about it if we ever--"

There was a tap on the glass door, light, almost diffident. One of the deerlike women in white hovered nervously in the doorway, carrying a covered tray. She blinked at them, doe-eyes wide and nervous.

"Food," she said, in a high, wispy voice. "We have brought the guests food."

The Doctor stood, hands in pockets. "Guests, are we? I've a mind to complain about the service here! No pool, _terrible_ parking, not to mention the fact that we seem unable to leave."

The deer-woman ducked her head, as if embarrassed or ashamed, and the tray rattled in her delicate three-fingered hands. "We are sorry," she said, and she really did sound regretful. "The detainment is unfortunate. We do not wish our guests to be uncomfortable."

"What're we bein' held for?" Rose asked, coming up alongside the Doctor. "What'd we do wrong?"

The tray shook harder and the deer-woman bowed lower until the white drapery of her long sleeves swept against the floor. "We have not been permitted to know. We are only here to deliver the food." She held out the tray, trembling, as if to prove her point.

The Doctor let out a long breath. "There, there. Nobody's angry with you. Come now, don't be worried by all the bluster. We're just a bit confused, that's all."

The deer-woman nodded, and her trembling went down to a more manageable level. She glanced at them from the side, one liquid-dark eye focusing on them in an almost demure way. "If the guests would step back, we will deliver the food."

Rose stepped back with the Doctor but leaned in close. "She doesn't look like much of a threat. What's to stop us rushing her when she opens the door?" she whispered.

"The disruptor modules mounted along the walls, I imagine," he whispered back.

"The what?"

"Same concept as the door, backward. It disrupts the target's molecular structure, the target in this case being _us_, and BAM--"

Rose swallowed hard. "Raspberry jam?"

The Doctor nodded, grim. "Something like."

So they stood back as the alien woman fiddled with the dials outside, pressing them gently with her velvety nose. Something beeped, and then with a crackle and a hiss and a wisp of steam the glass vanished. She set the tray near the wall, bowed to them deeply, and backed out again.

The glass hissed back into place.

"Please be refreshed," she said, sounding for all the world like they were guests at tea and not prisoners in a holding cell.

"Hold on." Rose rushed over and pressed her hands against the glass.

The deer-woman hesitated.

"What's your name?" Rose asked her.

She blinked, one-two-three. "Cloh-Kee," she said, sounding nervous. "We are called Cloh-Kee, Fourth Daughter of Five."

"Thanks, Cloh-Kee," Rose said. "For the food. I'm Rose, an' this is the Doctor."

Cloh-Kee bowed again. "Rose and the Doctor. We hope your stay will not be long."

"You an' me both," Rose muttered as the white-robed deer swept down the hall and out of sight.

 

***

 

"I might complain about the service," the Doctor was saying, "but you can hardly complain about the food."

They sat against the wall and picked at the remains of lunch-- or was it dinner, now?-- contentedly full of the strange alien food. Rose soaked up the last of the thick red sauce with a piece of the spongy grey bread. It was salty-sweet and a little bit tart, almost like cranberries, she thought. The green things that had looked rather like milkweed pods had been crunchy outside and then soft and smooth inside, with a taste that was almost buttery, and the chewy brown things in the red sauce had been rich and filling.

"Pity there's no dessert," Rose sighed, licking her fingers.

"Mm. I could go for a nice ice cream right now. Rum raisin, I think. Or maybe chocolate cherry."

Rose laughed. "Soon's we're out, then, what say we swing home? I wouldn't mind a good old bit of strawberry, myself."

They were interrupted by a loud rap on the glass. Rose jumped; next to her, the Doctor had gone very still.

It was one of the black-armored guards. Evening sun glinted off his breastplate and helmet like the shiny black carapace of a beetle, and his face-mask covered everything, even his eyes. The mask wasn't long enough to house a deer-like skull, but he could've looked like anything under there. Maybe he even looked human.

Then again, not many humans were over two meters tall.

"Well," said the Doctor, with a forced sort of cheer, "if it isn't Darth Vader again. Hello!"

Breath rasped through the mask, and it really _was_ rather disconcertingly Vader-like. The guard pointed his heavy black rifle, threateningly. "You will come," he growled in a voice so low Rose could feel it in her chest.

"Yes, very well," the Doctor said, as if he were merely put out by the inconvenience of it all and not being threatened by a gun that could turn him into a pile of goo. "But I'll have you know, we are _totally_ innocent of whatever it is--"

The glass vanished and the guard gestured sharply with the gun. "You will come! There will be no hesitation!"

The Doctor hopped to his feet like he was on springs. "Look at this, this is me coming, come on, Rose, let's not make the nice villain angry..."

Rose struggled up with decidedly less grace. "Doctor?"

"Just follow along," he whispered, pulling her close. "No heroics yet."

The guard marched them down one of the long, sunny halls. Other guards, identical and huge and bristling with menace, stood positioned at the end of each corridor. Black machines mounted on the ceiling-- the death rays, Rose assumed, since there was no lens for a camera-- whirred and clicked and swiveled to follow their progress.

"Not good," she murmured under her breath.

The Doctor said nothing, but his tight-lipped expression spoke volumes.

They followed a dizzying maze of twists and turns, and though Rose tried to keep count she soon found herself hopelessly lost. All the pleasant hallways looked the same, with the same potted plants and the same number of windows, so there was no way to memorize a way back. She was beginning to suspect that they were being deliberately led in circles, but then they rounded another corner and came upon a wide set of ornate white doors she hadn't seen before.

The guards on either side stood at ready attention, guns held in tight black-gloved grips.

Their escort gave the Doctor a sharp nudge with the butt of his weapon. "You will go in."

"Right, right, no need to get _rough_." The Doctor's hand slid into Rose's, and his cool palm was a comfort. "Well. Shall we?"

She gave him a weak smile. "Allons-y?"

"That's the spirit." The tall white doors hissed and evaporated as they approached, and the two travelers went in.

 

***

 

They stepped into a high-ceilinged room with plush red carpeting and a floor-to-ceiling view of the city outside, obstructed only by a wide desk and the person behind it. He looked like one of the black-clad guards, only finer-- his uniform armor jangled with gold and copper, either medals or decoration. His helmet was topped with a thick red plume like an ancient Roman soldier.

A flash of blue caught Rose's eye, and the Doctor squeezed her hand, seeing it too. The TARDIS! It was tucked against the wall just to the left of the doorway, looking odd against all the cream and red.

The figure behind the desk rose slowly to its feet. Breath rattled loudly through his ridged face-mask.

"I see you have returned to us, Doctor!" he boomed in a voice like thunder and air horns and the smashing of cymbals all rolled into one.

The Doctor blinked cleverly and said, "...What?"

"You've been here before?" Rose hissed, leaning close.

"I haven't! I'm sure I haven't! I know I'd remember if I _had_," the Doctor said, sounding insulted.

"Do not try to deceive!" The figure gestured angrily in their direction. "I remember that blue device from the last time you were here, even if you seek to disguise your devious face!"

Rose saw comprehension fall like a set of tumblers clicking into place. "Ohhhh," said the Doctor, drawing out the word. "_There's_ your answer. I _have_ been here-- just not _yet_."

A huge, meaty hand swiped down to pound the desk. "You still speak in your riddles, Doctor!"

The Doctor raised his hands in a placating gesture. "No, see, you've got it all wrong. _Well_, maybe not _wrong_ so much as out-of-order, which is only wrong from _my_ perspective. Things don't always happen to me in linear fashion, because time is like a great big wobbly ball of--"

"I SHOULD KILL YOU RIGHT HERE!"

"Doctor," Rose said, warningly, "don't think you're _helpin'_ much." By which she meant, _Shut up!_

"But Rose, I'm only trying to _explain--_"

"We have heard enough." Another voice cut in behind them, cool and breathy and light.

They turned to find one of the deer-women in the doorway, but like the desk-guard she seemed much grander than her fellows. Her gown flowed long enough to trail the floor as she walked, and gold charms jingled softly from the thick chain around her waist. Her fur was a deep rust-red, and unlike her stub-horned fellows, this one sported an actual rack of ivory-white antlers, thin and delicately pronged.

"Thought only boy-deer had antlers," Rose murmured, and the Doctor shushed her with a hard hand-squeeze.

The deer-woman (_Cloa-Konanite? Cloa-Konian?_ Rose wondered) swept into the room as imperiously as a queen and stood in front of the desk, her hands steepled before her. "You have the blue device. You appear in our city as mysteriously as before. We will only ask this once: Are you or are you _not_ the creature known as 'the Doctor'?"

The Doctor's eyebrows shot up at being described as a "creature", but all he said was, "I am."

Rose squeezed his hand hard enough to make him wince. _Idiot! Why tell them the truth?_ She almost hoped she was thinking it so loudly he'd hear.

He gave her a wounded look, as if to excuse his lack of tact. _I couldn't lie,_ his chagrined expression seemed to say.

_You bloody well could have!_ Rose thought, as she resisted the urge to give him a good kick in the shins.

"Am I in some sort of trouble?" the Doctor asked, rubbing self-consciously at the back of his neck. "It's this memory of mine, getting just terrible in my old age, you see-- forgot my glasses last week, spent two whole hours looking for them, only to remember they were _on top my head_. Can't tell you how embarrassing that one was. And the week before that--"

"SILENCE!" bellowed the massive armored man.

The woman held up a calm hand, as much to still her companion as to halt the Doctor's flurry of words. "We think you know full well what you said to us the last time you were here, Doctor."

The Doctor's eyes narrowed. "For the sake of argument, let's pretend I don't. Why don't you remind me?"

The woman held out her arms like an opera diva about to burst into song. Her long sleeves cascaded to the floor.

"You told us you would save us," she said, her tone almost reverent. "You told us that when you returned, you would save us all!"

 

***

 

"That's the trouble with time travel," the Doctor mumbled later, when they were back in their cell. "Things sometimes happen in the wrong order."

He was slouched against the wall, his fingers tapping out a staccato rhythm on the glass door. His expression was distant, thoughtful.

"But what did she _mean_?" Rose insisted. This whole thing was starting to give her another headache.

"Hm?" The Doctor was looking more _through_ her than _at_ her, lost in his musings as he was. "Oh. Well. Suppose it means that my future self came here for a visit a little while ago-- about three months ago, if the lady is to be believed, and I don't see why not--"

"Hold it," Rose said, massaging at her temples. "Aren't you ever worried about, say, runnin' into yourself? Wouldn't that be a paradox or somethin'?"

"It would, and I have. Several of myselves, in fact." The Doctor shrugged. "Sort of like a family reunion, only weirder. Again, the perils of being a time traveler."

Rose let out a sigh. This probably wasn't going to get any easier to understand.

"Anyway, at some point in the future I apparently decide to visit Cloa-Kona Four for the second time _before_ my first time, and no, don't ask, I have no idea what future-me was thinking on this one." He tugged at one ear, absently. "If I came back again it means I already know _then_ what I'm going to do _now_, but I still found it necessary to be here before I _got_ here--"

Rose sort of wanted to bury her head under the thin pillow and hide until the Doctor stopped talking. It was all she could do just to nod in what seemed like the right places-- Not that it seemed like the Doctor was paying much attention to her, anyway. It was dark outside now, and the lights in the cell were dim enough that she felt her head growing heavy.

"--so in that case, maybe I knew I'd need some sort of preliminary work before I got here in order to-- Rose, are you listening?"

Rose opened her eyes with a start. When had she drifted off to sleep? "Sure," she said, trying to wipe a bit of drool away as surreptitiously as possible. "Every word."

The Doctor gave her a narrow-eyed look, but then he sighed. "It's been a long day, I suppose. Why don't you get some sleep?"

"What about you?" The bunk was narrow, and the floor couldn't possibly be that comfortable, she thought.

He smiled at her. "No worries. You sleep-- I've a bit of thinking to do."

Rose wanted to protest, she really did, but her head felt like a leaden weight and she was already sinking down onto the thin mattress without her body asking her brain. She toed off her shoes and pulled the light blanket over her, yawning heavily. "Wake me if you get any brilliant ideas, yeah?"

"I'd be waking you up every other minute, then," he joked.

Rose laughed, small and tired, and as soon as her head hit the pillow she was fast asleep.

 

***

 

She woke up abruptly to the sound of clanking metal. Or maybe not so abruptly-- light was already streaming through the windows, illuminating everything in the pale colors of an alien morning.

"Time's it?" she asked groggily, sitting up and rubbing at her gritty eyes.

"You've slept about six hours," the Doctor said, smiling up at her from the floor. From the looks of him he hadn't slept at all, and maybe hadn't even _moved_. "The days are shorter here, faster planet rotation, you know how it goes."

Rose threw back the blanket and swung her legs over the side of the bunk. She felt hot and a little grimy after sleeping in her clothes. She stifled a yawn and then caught sight of a tray by the door. "That breakfast?"

"Looks like." The Doctor grinned, although it wasn't his usual 100-watt smile. "Care to see if breakfast is as good as dinner?"

It was just as good, and just as strange. The main part of the dish seemed to consist of small blue crunchy things with a texture like Rice Krispies drenched in a thick white gravy that tasted oddly like sugared violets. There was more of the spongy grey bread to sop it up, and low round bowls full of pumpkin-colored, slightly bitter liquid.

Rose could feel her head clearing a bit as she ate and drank. She swirled her bowl around. "Must be like coffee back on Earth."

"You're not wrong. Interesting flavor. Wonder if they'd let me take some back to the TARDIS?"

Rose let out a puff of breath. "Right. If we ever get back to the TARDIS. What's to stop them from leavin' us here to rot?"

"Oh, Rose. Are you always this negative in the morning? Negative and grumpy. Your hair's a mess, by the way, regular bird's nest." He grinned at her cheekily as she automatically lifted a hand to her rumpled hair. "No, they're not going to leave us to rot. The Herd-Lady seemed to think I'd be doing them some sort of favor, remember?"

Rose gave up trying to finger-comb her hair back into order and took another swig of her pumpkin-drink. "Herd-Lady. That like a queen or something?"

"More like Prime Minister." He shifted and then winced, as if only just now noticing the discomfort of sitting on the floor in one spot all night. "What's not adding up is the guards."

"No?"

"No. They're not a natives, that much I'm sure of. What're they doing running the strong-arm force on a planet not their own?"

"Big guy seemed pretty high ranked in his cozy office," Rose admitted. "He like a police chief or somethin', then?"

"More like a general, I should think." He scratched behind one ear. "Can't even tell what species they are under all that armor-y armor. Oh, but that's it!" He bounced to his feet and did an excited little turn. "They _can't_ be from around here, not with those masks. Those are breathing filters, Rose-- something in this environment doesn't agree with them!"

"Yeah, but how's that help us?" Rose stuffed the last of the bread into her mouth.

The Doctor wilted, just a little. "Suppose it doesn't-- Not _yet_ at least. But it's always good to know. Everything's worth knowing, Rose."

A long shadow fell over the doorway, and at first Rose thought it must be one of the guards come back for them. But then a deer-woman slid into view, and Rose recognized Cloh-Kee from the night before.

She stood against the glass, her three-fingered, thick-nailed hands pressed right to the surface. "Is it true?" she asked them in an excited stage-whisper. "We have heard many rumors! They say you are the ones who will fix the levers!"

"The levers?" Rose frowned. "Hold on-- you mean those big gold things in the city?"

"Which control the city's altitude," the Doctor said, thoughtful. "But hang on, you've your own engineers. Why can't they fix the levers?"

Cloh-Kee bowed her head sadly. "So many have tried. Even our own sister, Cal-Kee, Fifth Daughter of Five, has been to the Underbelly to try and repair the Great Mechanism, but she says nothing they do has worked." Her hands quivered against the glass. "Stories are being told. Stories of the city dying. We do not want to believe, but..."

The Doctor leaned back against the wall. "This Great Mechanism of yours, it's basically the master switch, isn't it? The thing that controls the city's levers."

"We see that you are a clever alien!"

The Doctor beamed at that, puffing out his chest like a strutting rooster. "Clever as they come, yup, that's me." Rose couldn't help rolling her eyes at him.

"Then surely you will fix it!"

He sobered at that and gave the little deer-woman a steady look. "Is that what they want us for, then? They've thrown us in prison so they can put us to work as mechanics? Fancy that, Rose, shanghaied! Press-ganged! Conscripted--"

Cloh-Kee hid her hands in her voluminous sleeves and ducked down low, kowtowing in apology. "Please do not see it that way. First Daughter of Five has told us that you are the one who came before, the one who promised to help us." She shivered all over, violently, like she was simply going to shake apart in fear.

The Doctor blew out an explosive sigh. "Well, can't contradict myself, I suppose. I'd know better than anyone what I'm going to be doing." He frowned at some distant point on the opposite wall. "Pity I didn't leave myself a note, though. You'd think after all the times I've run into myself--"

Footsteps echoed down the corridor, and Cloh-Kee straightened abruptly. "We must be gone! They are probably here to take you to the Great Mechanism now." She made as if to dart off down the hallway and then paused. "Look for Cal-Kee. Our sister can help you!" With that she was gone, scampering off just like a startled deer in the woods.

It was indeed the guards, and the Herd-Lady was with them this time. "Doctor," she said, steepling her hands in something like benediction, "we pray that you are ready for your great task."

The door hissed and evaporated and one of the heavy-handed guards was already dragging the Doctor out of the cell. "Hold it, hold it!" He struggled against the vise-like grip. "What about my, er, assistant?"

Everybody paused and then turned to look at Rose.

She plastered on her most attentive expression. "Assistant, yup, that's me."

"Is she necessary?" the Herd-Lady asked, her tone making it plainly obvious that she thought not.

"Oh, _incredibly_ necessary. _Indubitably_ necessary. Weren't for her, I'd never remember where my glasses were, after all." The Doctor flashed them a brilliant smile. "Can't do a _thing_ right without her. Likely to put my shoes on the wrong feet and my pants on backward, forget all sorts of... important mechanical... stuff."

The Herd-Lady snorted through her nose, like an irritated horse, but motioned to the guards. "Bring her."

Rose barely had the time to shove her trainers back on before she was being dragged out of the cell by a rough, bruising hand. "Hey! No need to be _rude_ about it!"

Someone thrust a brown bundle at the Doctor which turned out to be his coat. Crowing in delight he slipped it on, and when he slid his hands into his pockets he emerged from one with the sonic screwdriver.

"Well look at _you_!" He cooed at it like it was a long-lost pet. "Aren't you just a sight for sore eyes?"

They didn't have long to appreciate their sudden good fortune. The guard at the back gave each of them a good shove. Air hissed through his mask. "You will go!"

There was really nothing else to do at the moment, so they went.

 

***

 

The party wound its way through the warren of corridors once again until Rose felt quite turned around and helpless, but it wasn't long at all before they hit a set of enormous red doors-- the entrance, it turned out, as soon as the wood vanished. Outside there was a platform shaped like a half-circle and then... Nothing. Rose swallowed hard. No bridge, no walkway, just a sheer drop down to the cloud-choked surface of the planet far below.

Across the way the city gleamed, almost tauntingly. So close. So very far away.

The Doctor was rubbing his hands together, looking excited and refreshed out in the open air. "Waiting for a taxi then, are we? Brilliant construction, this place. Even if anyone managed to escape, there's nowhere to go but down." He slid a little closer to the Herd-Lady and dropped his voice. "But whatever do you need such a prison for? You lot are some of the most peaceful people for galaxies around. Prisons aren't really your style."

The Herd-Lady stiffened, back going straight as she raised her imperious chin. "It has been brought to our attention," she snapped, "that some of our customs may be rather... lacking."

The Doctor sucked air between his teeth. "But brought to your attention by _whom_, I wonder?"

There was no time for a reply. With a sound much like the rattling of tin cans a flying car of sorts pulled up to the platform and opened its hatch. A gloved black hand waved them inside.

"Doctor," Rose said, "you sure about this?"

"Hm?"

She nodded at the vehicle. "Thing looks like it could rattle apart any moment now."

The Doctor put an arm around her shoulders and gave her a reassuring smile. "Rose Tyler! I'm surprised at you. You fly about in a big blue wooden box that's older than some civilizations. How is this any different?"

Putting it that way it _did_ seem sort of silly, but when Rose stepped into the vehicle it dipped and trembled slightly beneath her weight. She squeezed her eyes shut. _Don't fall, don't fall, don't fall._

The interior was just as ramshackle as the outside, with hard wooden benches and open windows that let the air whistle in so loudly it made conversation impossible. Rose took a seat next to the Doctor and did her best not to look worried, but when the vehicle chugged loudly and shuddered away from the platform she made a desperate grab for the Doctor's hand, vowing not to let go until they were firmly planted on something _solid_ again.

 

***

 

_So much for solid_, she thought, as the car pulled up next to what appeared to be a narrow service platform. They filed out onto the red, pitted surface of the catwalk.

Above them groaned a low ceiling of metal piping and thick black cables. Everything smelled of rust and oil and a rotted-egg stink, like sulfur. Below them stretched the sky, a limitless roiling expanse of sickly yellow-grey clouds, thick and dirty-looking. If Rose watched long enough she could just pick out flashes in the swirls, like lightning.

"Well, isn't this grand?" the Doctor said, and it actually sounded like he meant it. "We're under the city now. This is where it all happens, where every bit and bobble gets tinkered and mended, day in and day out to keep the city aloft. Isn't it marvelous, Rose?"

"Yeah," said Rose, clinging hard to the railing. All she could think was that it was a terribly long first step. "Marvelous."

The Doctor didn't seem to share her discomfort. He lifted a hand to feel along one of the pipes, stroking it in a way that he usually reserved for the TARDIS. "This here, this is an engineer's dream. I can't imagine how long it took to put it all together."

"Two generations." A voice echoed down along the open corridor, and then one of the deer-women came into sight. No white dresses here-- she wore a simple navy coverall. A heavy-looking tool belt jangled at her waist. "This here's Auxiliary Junction Five, and far's we can tell it's where all the trouble's been comin' from." She turned to the Herd-Lady and twisted her head, like a curious dog. "Hullo, sister!"

The Herd-Lady lifted her chin, for all the world like a society matron who'd just overheard a coarse joke. "We greet Cal-Kee, Fifth Daughter of Five, our chief engineer." She glanced at the Doctor and Rose. "She spends so much time with the metal, so forgive us if her manners are lacking."

"Not much use for manners when you're bangin' on pipes," Cal-Kee said, sounding amused, but then she bowed her head respectfully. "Don't worry, you're safe down here with me."

The Herd-Lady sniffed. "Cal-Kee will show you where the problem lies. We will leave you to it. In four hours, we shall return for you."

"Four hours," the Doctor said, watching her file back into the car with the guards. "That's not very long." Then he brought his palms together with a startling _smack_ and favored Cal-Kee with an enthusiastic grin. "So! Where's this little problem of yours, eh?"

They followed the tiny woman (she barely came up to Rose's chin) along the narrow catwalk, deeper into what Rose supposed was the underbelly of the city. Steam hissed through vents, heating everything to just this side of uncomfortable after the windy chill "upstairs". There were lights here and there, placed haphazardly along the walls and ceiling and sometimes even the floor, and their amber glow cast long shadows in all the corners and nooks and crannies. The ceiling was low and the walls were tight enough in some places to make it seem like they were in a very small cave. All in all, it was an ominous place. It certainly didn't help that looking over the side of every railing brought the sky below back into dizzying view.

They stopped at what looked like a great upside-down screw, as big around as a small car and red with rust. Tubes and pipes and wires snaked their way into it everywhere, giving the impression that it was caught in some giant artificial web, and lights blinked yellow and green around its circumference.

"Hello," the Doctor breathed, obviously impressed. He fished his glasses out of his pocket and slid them on, shuffling onto a little maintenance platform and leaning out over the railing for a better look. He tapped one of the low-hanging pipes with a finger; it rang with a dull, hollow sound.

"This is the Great Mechanism," Cal-Kee said, stepping around the catwalk and gesturing like a tour guide. "This is where all the levers are controlled."

It was big, but it certainly didn't look all that sophisticated to Rose. "That's it?" she said, disbelieving. "That's the thing that makes the whole city move?"

"Well," the Doctor said, "the engines _help_. But this is the regulator, the thing that keeps all the ups and downs in sync. Imagine if half the city tried to go up and the other half tried to go down at the same time? Quite a mess that'd be." He turned to Cal-Kee. "I imagine you've already run diagnostics on the capacitors."

"Of course." She snorted, shaking her head. "Twice. Electrical leakage is totally within acceptable levels."

"Can't be that, then." The Doctor _hmmed_ thoughtfully and pulled out the sonic screwdriver. He ran it along the join of one of the thickest cables. "Capacitors are working, but you're still experiencing destabilization. What sort of generator are you running on?"

"A Vilex-Morven Mark III," Cal-Kee said, "and yes, I know that's old, but if you ask me, nothing runs like the old Mark III. Have you seen the new Mark IV? Bleedin' pile of scrap, that is." She patted the pipe with a proprietary hand.

"Don't need to tell _me_," the Doctor said. "The design on those things is practically _backwards_. So much for the march of progress! Last time I checked, 'progress' wasn't a heap of shiny tin _rubbish_ that breaks down the second you try to reverse the polarity on--" He broke off suddenly. "Hello, what's this?"

"Find something?" Rose strained to see past his shoulder.

The sonic screwdriver whined loudly in the small space. "Something isn't right," the Doctor said, frowning in concentration. "I mean, sure, it _looks_ just spiffy from the outside, but _inside_..." He pulled his arm back and shuffled a few steps away. "Back off, let me get a look at this. There's something off here, but I can't put my finger on _what_."

Rose slid back a pace, trying to give him room on the tiny maintenance platform.

"Doctor," said Cal-Kee, "look at this readout. It says--"

The platform rattled under Rose's feet.

It all happened so fast. There was a screech, the angry sound of metal-on-metal, and then a lurch, and then she was _falling_\--

She heard the Doctor cry "Rose!" as if from a great distance, or maybe it was just the wind in her ears making him sound so far away. There wasn't even time to scream.

A sharp jerk, almost enough to wrench her arm from its socket. "I've got you! Rose, I've got you!"

"Doctor!" She opened her eyes, couldn't remember closing them.

Above her on the catwalk crouched the Doctor, his face gone white and his arm trembling as he tried to reel her back in by one wrist. He'd wrapped his other arm around a part of the railing, but the rest of the platform-- the part she'd been _standing_ on-- had folded under itself like a card table.

"Doctor!" She said again, high and frantic.

Slowly, a millimeter at a time, he began to haul her up. "Don't look down," he said, breathless with strain.

Of course, Rose looked.

Below her, so far below, swirled the smog-like yellow clouds of the lower atmosphere, thick and poisonous. Was there even anything under them? Ground of any sort? Or if you fell, did you just fall forever, until you simply choked to death on the vile, unbreathable air? "Pull me up," she wailed. "Pull me _up!_"

Cal-Kee appeared next to the Doctor and leaned cautiously over the rail. "Your other hand!" she said. "Give me your other hand!"

Rose flailed with her other hand, and then it became a team effort as the two pulled her back to relative safety. Rose collapsed gratefully on the rough metal floor and struggled for breath while spots danced in front of her eyes just as they'd done the day before.

"Rose, Rose." The Doctor couldn't seem to stop saying her name as he crumpled next to her and pulled her into a crushing hug. "I thought I'd lost you, Rose." He bent his head and put his mouth against her hair.

"Near thing," Rose said, and her voice came out as a tiny trembling squeak. "What happened?"

"The platform collapsed," the Doctor said, his tone shifting from relieved to angry. She felt him turn his head to look at Cal-Kee. "I thought you said it was safe down here!"

"It is!" Cal-Kee sounded dismayed. "The platforms are supposed to collapse so's we can fit service vehicles down here, but there's a safety mechanism in case--"

"What would you have to do to override it?"

"You'd have to throw the manual override switch," Cal-Kee said, "but it's 'round the corner, tucked against the wall. None of us could've touched it by mistake!"

The Doctor was disentangling himself from Rose and climbing to his feet. She rolled to her knees in time to catch his expression-- angry, dark, like a storm cloud.

"I'm not thinking this was any sort of mistake," he snarled. "Where's this lever?"

Rose made it to her feet without any trouble, though her legs still felt wobbly and her breath kept coming in little gasps. _Deep breaths,_ she told herself wisely. _Deep breaths, and don't look over the edge--_ One glance was enough to have her clinging at the Doctor's side again, and she was more grateful than words could say for the feel of his cool hand in hers.

Cal-Kee led them back around the narrow catwalk to a small alcove with a series of thin, slightly rusty levers. They were all in the proper upright position-- all but the one on the far right. The Doctor grasped it, expression grim, and with an angry metal squeak managed to shove it back into place.

"Not any sort of mistake," he repeated. "That lever didn't pull itself."

"But we're the only ones down here," Cal-Kee moaned, and the little deer-woman was trembling as hard as her sister Cloh-Kee had ever done.

"We're the only ones down here _now_," the Doctor said, not quite agreeing.

Rose squeezed his hand. "Doctor? You think someone was tryin' to get rid of, of me?"

"Of us," he said, squeezing back. "I only moved at the last second. I'd have tumbled over right after you if Cal-Kee hadn't gotten my attention."

_And then we'd both be dead. No one would even find the bodies._ It was a gruesome thought.

"Why?" It was the only thing she could think to ask. "Aren't we here to _help_?"

"Apparently," said the Doctor, "there's someone here who doesn't want our help."

 

***

 

Cal-Kee put in a call at one of the wall-panel terminals to explain the situation, and within twenty minutes another rickety air-car was there to pick them up. The Herd-Lady was waiting outside on the platform when they finally shuddered to a halt in front of the prison, her shoulders stiff and her hands clasped tightly in front of her.

"I've noticed something," the Doctor struck up conversationally as they were marched back down the long halls to their cell. "Awfully quiet here, isn't it? For a prison, I mean. This has got to be the most peaceful prison that I've ever been in. Not to imply that I make a habit of spending my time in prisons, mind you, I _do_ try to avoid them when I can." He grimaced, slightly, then went on. "But this place-- are the other prisoners really so well-behaved? Haven't heard a peep since we first got here."

"There are no other prisoners," the Herd-Lady said, stiffly.

The Doctor's eyebrows shot up. "What, none? What's this ginormous place for, then?"

"It was built," the Herd-Lady said, still in the same unbending tone, "just a few months ago."

"Well! That certainly explains the new-paint smell and the lovely carpets." He flashed a grin at Rose. "Hasn't had the time yet to pick up that wonderful patina of grime and despair most prisons have." He stuffed his hands into his pockets, expression curious and benign. "Can't imagine folk were turning out in droves to help build a prison, though, since if I'm correct-- and I usually am-- you lot never had any before now."

Rose saw the Herd-Lady's mouth turn down at the corners, the deer-equivalent of a grimace or a frown. "Many were not enthusiastic," she admitted, "but our Vokmorian associates were more than happy to assist us with what was _necessary_." She spat the last word, as if this was an old argument and she was tired of it.

"Vokmorian...? Oh, _Vokmorian_! Your little friends in black, here," the Doctor beamed up at the massive guard on his right. "Well, isn't friendship just _grand_. Mighty noble of them, helping you out in a pinch."

"The Vokmorians have aided us greatly," the Herd-Lady acknowledged.

"Mm, yes, I can see that. Helped you build a great big prison with their great big hands which are now holding great big guns. Very generous of them." His voice dropped an octave, no longer sounding so curious or friendly. "But what exactly is it they're expecting to shoot, I wonder?"

The Herd-Lady trembled all over, like a shudder, and lifted her chin in a gesture Rose was beginning to associate with the end of all discussion. "Please be welcome," she said, in a tone absolutely devoid of any warmth, and she gestured at a door-- Back at their cell. Again. Rose sighed.

One of the guards held out a thick-fingered hand, and the Doctor reluctantly shrugged out of his coat and handed it over. After checking to be sure the sonic screwdriver was safely in one of its pockets they were waved inside. They trooped into the boring little cell, and the now-familiar hiss of the door solidifying made Rose's heart sink. _Are we ever gettin' out of here?_

The Herd-Lady steepled her fingers. "We apologize for the threat you encountered today in our service. The matter is under investigation." She bowed slightly. "We will collect you again tomorrow."

They were left alone in their cell. Rose slumped onto the hard bunk with a heavy breath, scooting until she could rest her back against the smooth wall. "This's gettin' more and more complicated," she murmured.

"Vokmorian, Vokmorian," the Doctor muttered to himself, over and over. "That name sounds familiar. Why can't I place it?"

"Is it important?" Rose asked.

"Oh, hard to say. Could be. It's just that I can feel it there, niggling at the back of my mind..." He blew out a long breath. "I hate knowing that I _know_ something that I know I can't remember."

He looked so stymied that Rose had to fight the urge to giggle, or maybe ruffle his hair. "It'll come to you," she said, going for 'sympathetic'. "Any day now, I'm sure."

"Rose Tyler," the Doctor said, in a tone of disbelief, "if I didn't know better I'd say you were _laughing_ at me."

Now she _was_ giggling. "Me? Wouldn't dream of it." She fought back the grin that was threatening to split her face.

There was a rattle from outside and then Cloh-Kee was tapping at their door, tray in hand.

"Is it true?" she hissed. "Did someone try to hurt you?"

"We think so," Rose said, and she felt her stomach tighten at the memory of her feet dangling over open air.

The tray rattled as Cloh-Kee shook. "We did not want to believe," she said, "but our sister Cal-Kee was most emphatic." She leaned closer to the glass, eyes glistening. "Who would do such a thing to our saviors?"

Rose winced at that; the Doctor looked equally uncomfortable with the label. "Don't think we count as saviors until we've saved something," he pointed out, subdued.

"We have faith," Cloh-Kee said, but her mouth turned down at the edges. Then she seemed to remember the tray. "Food," she pointed out, a little lamely.

"At least we've got this to look forward to, eh, Rose?" the Doctor said as the door evaporated. "Two square meals a day, all fresh and hot. You could do a lot worse in a prison. Some places, you're lucky to get synth-bread and water--"

The tray slid across the floor. Cloh-Kee paused there, still in a crouch, turning her head to stare at them from one eye and then the other. "Will you save us?" she hissed, something like steel in her tone for the first time.

The Doctor had been about to reach for the tray-cover but he paused, giving the deer a level look. "What's this about?"

"Your word," Cloh-Kee said, even more intensely. "Give us your word!"

"You trust us to keep it?"

The deer-woman trembled. "We can trust no one else. Things are going wrong here, even our eldest sister speaks harsh words..." She moved as if to cover her face but stopped mid-motion. "Who else is there?"

Silence reigned for a rare moment. Then:

"We'll save you," the Doctor said. "I'll do everything in my power, you have my word."

Cloh-Kee bowed her head until her muzzle nearly touched the floor. "Then enjoy your meal, Doctor." She backed out of the cell and disappeared down the hall.

"What d'you suppose that was?" Rose asked.

"That," said the Doctor, sounding very sure, "was our ticket to ride, I do believe." He lifted the metal tray cover.

There, partially hidden under the bread, sat the sonic screwdriver.

The Doctor crowed. "Remind me to kiss that deer before we leave. Get it? Deer? _Dear_?" He wilted a little at Rose's flat look. "No? I thought that was a clever one." He blew crumbs off the screwdriver and slid it into his inside breast-pocket as he pulled himself to his feet.

"Are we out of here? Finally?"

The Doctor was leaning against the glass to peer down the hallway. "We'll wait until it's dark. They post guards in the daytime, but with only two prisoners I'm willing to bet the night-shift is a little more spare." He turned to look over his shoulder, grinning excitedly. "There's nothing quite like a prison-break, eh Rose? Gets the blood _pumping_." He actually bounced just a little on the balls of his feet.

"Could say that," Rose demurred, but she was thinking of the long maze of hallways. How would they ever find the door? "How long until dark?"

"Another three hours, eleven minutes, and... forty-two seconds." The Doctor ruffled his hair. "Suppose we may as well eat. No good escaping on an empty stomach, that's what I always say! Though I find myself craving a banana split. Don't you hate when that happens? You get your meal, all well and good, and it hits you, 'I'd rather be having a banana split'. With sprinkles and nuts and hot fudge and everything." He scratched his ear, thoughtfully. "And those little marshmallows. I do love those little marshmallows."

Rose couldn't help smiling as she climbed to the floor and tugged the tray closer to her knees. "No dessert 'til you've finished your dinner, that's the way it goes," she said, pulling off a chunk of bread.

"Maybe for _you_ lot. In some cultures the sweets come _before_ the meal. Parents tell their children they can't have a sandwich unless they finish their cake."

"You're joshing."

"I'm not! It's not like there's some universal rule that says you've got to finish your green beans first." He slid down the wall and reached for a fat green something that looked like a tiny artichoke but smelled a bit like pepper. "Soon as we're done here, we're heading straight to an ice cream shop," he vowed.

Rose grinned. "You're hearin' no complaints from me."

 

***

 

They waited until an hour after dark.

"See anything?" Rose whispered, straining to see over the Doctor's shoulder as he peered through the glass.

"Not a twitch," he said, sounding smug. "Looks like they've closed up shop for the night." He aimed the sonic screwdriver at an angle, pointing at the locking mechanism outside on the wall. "Stay close to me, stay next to the wall, and _go slowly_."

The screwdriver trilled and a moment later the mechanism was throwing sparks. The glass hissed and evaporated.

"No pudding?" Rose joked.

"I'm saving my appetite. C'mon."

The disruptor modules all appeared to be on the same system, because it only took one shot from the screwdriver to have them all powering down with an almost dejected sort of hum. They slunk down the surprisingly dark corridors with the Doctor at the front, poking his head around corners to check for guards. It really did appear that the place was deserted at night. Rose could hardly believe their good luck.

"D'you know which way we're going?" Rose whispered as they rounded another corner.

"Of course," the Doctor said, sounding almost insulted. "Left, right, left, left, straight on past the plant with only four leaves, right, two more lefts--"

"You counted? That's amazing."

"Isn't it?" The Doctor beamed. "Sometimes I even amaze myself."

They continued down a very long, wide corridor when suddenly the Doctor threw out his arm, halting Rose with a finger to his lips. She froze, waiting for the sound of marching footsteps, but they never appeared. Instead, she thought she heard voices coming from a room down one of the narrower side-halls.

The Doctor jerked his head in its direction.

Rose shook her head. _Doctor_, she mouthed, _let's just go!_

_C'mon!_ he mouthed back at her, and then he was moving and there was no choice but to follow.

Yellow light spilled out into the corridor from one of the rooms. As they approached, the voices grew louder.

"I tell you, that man is treacherous!" It was the general from before, he of the booming voice and angry threats. "What makes you think this isn't all some trick?"

"Our options are running out." That was the Herd-Lady-- Rose could hear the haughtiness in her tone from here, but there was something else there, too-- worry. _Fear_. "The levers could fail at any time. Our engineers cannot begin to cope--"

The Vokmorian general made a rasping sound, like he wanted to spit. "So you turn to _strangers_? Strangers who have already proven to be slippery and unreliable? Their promises ring false!"

The Doctor eased himself closer to the doorway, his back flat against the wall like in a spy film. Rose held tight to his arm, worried he'd poke his head in and get them caught.

"And yet you promised us engineers," the Herd-Lady snapped. "So far they have done nothing. You speak to me of promises?"

"We are _warriors_! It is not in our nature to _tinker_," the general spat.

"We are not at war." The Herd-Lady's voice was icy.

"WRONG!" shouted the general, loud enough that Rose half expected plaster to rain down from the walls. "Your enemy hides himself from you, infiltrates!"

"You speak of sabotage...?"

"You do not know the ways of war. Your people are weak and vulnerable, like prey!"

Rose could just imagine the Herd-Lady's stiff shoulders. "So you continue to tell us. But who would do such a thing? We have no enemies!"

"The Doctor is not your friend. Must I remind you that the levers began to malfunction at the same time he first appeared?"

"He was trying to help--"

"Or so he claims!"

Rose gave the Doctor a worried look. If the general managed to turn the Herd-Lady against them, this was going to get even more difficult. So far they'd at least been treated with courtesy and some level of cooperation. If they were labeled as enemies of the state, however....

"Someone tried to harm him today," the Herd-Lady pointed out.

"Could be another trick. He'd do anything to make you think he's on your side, even fake an assassination attempt!" Air wheezed loudly through his mask, rattling like a playing card stuck between the spokes on a bicycle wheel.

For a few long minutes the general's rasping breath was the only sound in the room. Then the Herd-Lady spoke: "We will consider these matters. General Voll, you are dismissed."

The General rattled out a laugh. "You are too soft, Herd-Lady. Your people have too much mercy. It will come back to haunt you."

"You are _dismissed._"

Rose and the Doctor scrambled back the way they'd come, but there was nowhere to hide. The Doctor grabbed her arm and yanked her in the direction of a solid door, giving its controls a quick shot from the screwdriver. Heavy footsteps sounded ever closer just as they managed to duck through the still-steaming doorway, and another too-loud burst solidified the door in place just as the General marched around the corner. They froze, listening, their ears pressed against the wooden door. Rose prayed the General's ears weren't too sharp.

He seemed to pause outside, but only for a second. His footsteps thudded away down the hall.

Rose sagged in relief. "Too close," she hissed. "_Way_ too close."

The Doctor flashed his teeth. "Close scrapes are what prison breaks are all about, Rose. When have you ever seen a prison break without a few near-misses?" The smile vanished. "But what we just overheard-- I don't like it. I don't like it one _bit_."

"You think the General was right? You think someone's actually tryin' to sabotage the city?" The thought of someone deliberately trying to suffocate an entire city made Rose's blood run cold.

"I'd say the evidence certainly seems to be pointing that way," the Doctor said, pressing his lips into a tight line.

 

 

 

 

 

Suddenly the Doctor sprang to his feet. "Oh! I'm thick! I'm so incredibly thick!" He smacked his own forehead. "Thick as a brick wall! Why didn't I put it together before? The _Vokmorians!_"

"What about 'em?" Rose asked, making sure to stay well aback from the Doctor's flailing as he paced.

"They're nomads, mercenaries," he explained. "Hie off to wherever there's conflict and fight in other peoples' wars, that's the Vokmorians. For _years_ no one's been able to figure out where their homeworld is, but there's the answer, staring me right in the face." He ruffled his hands through his hair till it stuck up madly. "How could I have been so _wrong_?"

"What--"

"Don't you _see_, Rose? We're standing on it!" The Doctor spread his arms. "Or, well, _above_ it, anyway. I thought they were off-worlders because of the breathing masks, but there I go again with my thick self, assuming that because they couldn't breathe the _upper_ atmosphere it meant they were from somewhere else. But below us, _right_ below us--"

"They're from lower in the atmosphere," Rose caught on quickly. "They breathe the air lower down!"

"Exactly! Oh, I'll _never_ forgive myself for missing that one. Old age must be making me slow. Can you believe I--"

"Doctor," Rose said, firmly, "what does this mean?"

The Doctor paced-- three steps and turn, three steps and turn. "The Vokmorians go off to do their mercenary thing, as mercenaries are wont to do, leaving their planet behind all safe and sound since who'd want a planet with nothing on it but bad air, anyway? But it's a bit like leaving your house unlocked and going for a long holiday-- you come back only to find the squatters have moved in and trashed the place. You return to find shiny new cities popping up all over your planet like mushrooms after the rain-- cities full of neighbors from that green little moon nobody paid much mind to before. And since war has taken its toll, you suddenly find that there are more of _them_ than there are of _you_."

Rose bit the inside of her lip. "But this planet, this is their proper home, yeah?"

"Seems that way," the Doctor said. "Only nobody knew, 'til now."


End file.
